REPRESENTATIONS AND WARRANTIE Sample Clauses

REPRESENTATIONS AND WARRANTIE. 3.1 Party B1 and Party B2 jointly and severally, hereby represent and warrant to Party A, as of the Closing Date as follows: 3.1.1 As of the Closing Date, (i) 100% shares of Simo Motor, and (ii) all of the shares of subsidiaries of Simo Motor held by Simo Motor are each free and clear of any mortgages, liens, claims, charges, pledges or other encumbrances of any nature whatsoever. 3.1.2 Up to and as of the transfer of shares of Simo Motor to Party A by Party B1 and Party B2, Simo Motor and its subsidiaries shall duly own assets or rights and interests disclosed to Party A. 3.1.3 Party Bs shall be responsible to Party A for the debts, contingent debts and any claims or liabilities relating to Simo Motor, which is not disclosed in the formal acquisition agreement. 3.1.4 As of the execution of this Agreement, Party Bs have obtained all the permits, approvals and filings (if applicable) as required by PRC Laws and Regulations with respect to the sale of 100% shares of Simo Motor and the transfer of Assets Corresponding to Acquisition Equity. 3.1.5 Simo Motor (i) has been duly organized, is validly existing and is in good standing as a stock limited liability company, and has been duly approved or registered by competent PRC competent authorities, (ii) has all power and authority required to carry on its business and to own, lease and operate its properties and assets, (iii) has obtained and remained valid in full force permits and approvals by competent governmental authorities, which are presently required or necessary to carry on its business and to operate its properties. Simo Motor has not received any notice from any governmental authority that calls into question the full force and validity of any existing permit or approval. 3.1.6 The shares of Simo Motor held by Party B1 and Party B2 constitute all of the issued and outstanding shares of Simo Motor, are validly issued in accordance with PRC Laws and Regulations and fully paid, and were not issued in violation of any preemptive or other similar right. No other person or entity has any right or option of any nature to acquire any additional shares of Simo Motor. 3.1.7 All of the shares of Simo Motor held by Party B1 and Party B2 are not subject to any rescission right or put right nor does any entity or person have the right to require Simo Motor to repurchase such shares. 3.1.8 Party B1 and Party B2 have valid and full title to all of the shares of Simo Motor. 3.1.9 Unless disclosed to Party A, Simo Mot...
Sample 1
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REPRESENTATIONS AND WARRANTIE. 3.1 Party B1, Party B2 and Party B3, jointly and severally, hereby represent and warrant to Party A, as of the Closing Date as follows: 3.1.1 As of the Closing Date, (i) 100% shares of Hengda Electric Motor (ii) the Remaining Equity of Hengda Electric Motor’s Subsidiaries and (iii) Party B1’s Remaining Assets are each free and clear of any mortgages, liens, claims, charges, pledges or other encumbrances of any nature whatsoever. 3.1.2 Up to and as of the transfer of shares of Hengda Electric Motor to Party A by Party B1 and Party B2, Hengda Electric Motor shall duly own or hold the assets, rights and interests including but not limited to: 3.1.2.1 The right to use the assigned state-owned lands, as recorded in No. Wenguoyong [2005] 150009, No. Wenguoyong [2006] 150006, No. Wenguoyong [2005] 150020, No. Wenguoyong [2005] 150016, No. Wenguoyong [2005] 150017 certificates for the use of state-owned land, and the above-ground buildings located thereon; 3.1.2.2 Registered trademark with registration numbers as No. 623984 and No. 3224410. 3.1.3 After the Closing Date, neither Party B1 or Party B2 nor any economic organizations controlled by Party B1 or Party B2, directly or indirectly, shall engage in any business which is same with or similar to and/or in competition with the business engaged by Hengda Electric Motor, including but not limited to the production and sale of electric motor, mold, gear reduction asynchronous electronic motor, speed control motor, hydraulic coupler, electronic devices, fiber reinforced plastic product, capacitor, cable and wire. 3.1.4 After the transfer of Acquisition Assets to Party A, Party Bs shall guarantee Party A the completion of the procedure of obtaining the use right of assigned lands within the territory of Hengda Electric Motor, of which such procedure is still on-going. 3.1.5 Party Bs shall be responsible to Party A for the debts, contingent debts and any claims or liabilities relating to Hengda Electric Motor, which is not disclosed in the formal acquisition agreement. 3.1.6 As of the execution date set forth above in this Agreement, Party Bs have obtained all the permits, approvals and filings as required by PRC Laws and Regulations with respect to the sale of 100% shares of Hengda Electric Motor, with respect to the sale of the Remaining Equity of Hengda Electric Motor’s Subsidiaries and with respect to the sale of Party B1’s Remaining Assets. 3.1.7 Hengda Electric Motor (i) has been duly organized, is validly exist...
Sample 1
REPRESENTATIONS AND WARRANTIE. 6.1 The Vendor represents and warrants to and for the benefit of the Purchaser as follows: (a) it has and will at Completion have the full power and capacity to enter into, exercise its right and perform and comply with its obligations under this Agreement; (b) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its obligations under this Agreement, and
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REPRESENTATIONS AND WARRANTIE 
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Related to REPRESENTATIONS AND WARRANTIE

  • Representations and Warranty 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives of this Agreement; and (d) in accordance with applicable law including PIPA, rules, regulations and guidelines or policies provided by us. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees. 8.7 You declare that all payments to us, including but not limited to, taxes and social insurance, are current. 8.8 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we can fulfill their obligations under this Agreement. 8.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to it. 8.10 You represent and warrant that you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

  • Your Representations and Warranties You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

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